An analytical study of fly-over noise using noise contours to show the effects of varying airplane and path parameters. The method of approach was to synthesize engine component noise spectra and exercise these components along given flight paths to measure the individual and total fly-over effect as a function of noise footprint area. The study was carried out in two phases. Phase 1 utilized a research type aircraft and Phase 2 used an advanced VTOL aircraft. The effect of cross flow was considered for both inlet and exhaust sections of the engine.